15 Mass. 35, 39, "is of universal operation, that none shall, by the aid of a court of justice obtain the fruits of an unlawful bargain." Contracts are illegal because of their tendency to promote unlawful acts without regard to any circumstances which go to affect the probability of the unlawful act being done.' But it has been held that a contract, innocent in itself, will not be avoided because it may by possibility facilitate an illegal transaction; to render it void the connection with the illegal transaction must be direct and not remote or conjectural.'

There is a distinction between a contract prohibited by law and one made by parties exercising a calling which is prohibited unless licensed, or one made in furtherance of an illegal business;" thus, an ordinance making it a misdemeanor for anyone to transact business as a house and real estate agent, without a license therefor, will not prevent the enforcement of a contract between an unlicensed agent and a vendor which has been executed by the former.*

§ 10. The Local Policy or Statute Determines the Question of Enforcement of Foreign Contracts-State Comity.—The law of the contract, it is said, as a general proposition, travels with it, wherever the parties thereto are to be found, and into whatever forum resort is had for its enforcement."

In the absence of any agreement as to the law of a contract, the law of the place of performance controls.

And as a general rule, a debt or chose in action, being incorporeal, is deemed to follow the person of the owner, and to be present with him; thus, a note dated and made payable at Boston, by a resident of that place in favor of a resident of New York, in pursuance of an agreement made by the maker's agent in New York, is to be governed by the laws of New York.'

1Egerton v. Brownlow, 18 Jur. 71; 4 H. L. Cas. 1; 23 L. J. Eq. 348.

'De Groot v. Van Duzer, 17 Wend. 170.

'Prince v. Eighth St. Baptist Church, 2 West. Rep. 621, 20 Mo. App. 332; Howell v. Stewart, 54 Mo. 400; Chadwick v. Collins, 26 Pa. 138; Michael v. Bacon, 49 Mo. 474.

"Prince v. Eighth St. Baptist Church, 2 West. Rep. 621, 20 Mo. App. 332. Green v. Collins, 3 Cliff. 494; Hill v. Spear, 50 N. H. 262, and cases cited; Corning v. Abbott, 54 N. H. 469; Story, Confl. L. § 242.

"Union Trust Co. v. Missouri, K. & T. R. Co. (Kan.) 7 Ry. & Corp. L. J.

'Holmes v. Manning, 150 Mass. 211.

The situs of a debt follows the creditor; and where the debtor and creditor reside in different states, the law of the domicil of the creditor prevails.'

But for some purposes the courts treat such property or interests as having a situs at the place of the owner's domicil. It is so for the purposes of taxation, and in insolvency or other proceedings by creditors."

And this general rule always yields when the law and policy of the State where the property is actually located, have provided a different rule of transfer from that of the State where the owner lives. Thus the policy, as shown in a statute of a State, requiring a chattel mortgage upon any boat navigating the canals, to be filed in the office of the canal commissioner, where such mortgage is not accompanied by immediate delivery and followed by actual and continued change of possession, or declaring it void as against creditors of the mortgagor, cannot be made subject to the law of the domicil of the mortgagor residing in another State. The residence of the attaching creditor in such case is held not material. The liability of property to be attached and sold under legal process, issuing from the courts of the State in which the property is actually situated, must be determined by the law of that State, rather than by the jurisdiction where the owner lives.*

The fiction of law that the domicil of the owner draws to it his personal estate yields, whenever, for the purposes of state policy or justice, the actual situs of the property should be examined.'

An assignment of personal property in Idaho, contrary to the laws of that Territory, and in accordance with the laws of Utah, where the assignor resides, will not be upheld against attaching creditors in Idaho."

Nor is this fiction of law ever adopted when it would contravene local criminal laws, or would sanction vice or immorality, or is against a positive prohibition of law."

'Birdseye v. Baker, 2 L. R. A. 99, 82 Ga. 142.

2Smith v. Chicago & N. W. R. Co. 23 Wis. 269; Wharton, Confil. L. § 363;

Re Dalpay (Minn.) 6 L. R. A. 108.

Keller v. Paine, 9 Cent. Rep. 429, 107 N. Y. 83.

4 Warner v. Jaffrey, 96 N. Y. 248.

Green v. Van Buskirk, 72 U. S. 5 Wall. 307, 18 L. ed. 599.

Contracts permissible in the locality where made, are nonenforceable elsewhere, if they contravene existing laws, or rules of morality or local policy.'

The courtesy or comity of a State which gives to the laws of a foreign State an extra-territorial force, will not be exercised against positive statute or in opposition to the public policy of the State in which the court is acting. There are many considerations which seem to render it proper that the public policy of the State should be declared through its legislation rather than expressed through its courts; but in the absence of legislation, the duty doubtless devolves upon the court."

No people are bound to hold valid in their courts of justice a contract which is injurious to their public rights or offends their morals, or contravenes their policy, or violates public law, and every independent community will judge for itself how far the rule of comity between states is to be permitted to interfere with its domestic interests and policy.'

A contract contrary to the public policy of the State where it

1Oscanyan v. Winchester Repeating Arms Co. 103 U. S. 261, 26 L. ed. 539. Story, Confl. L. §§ 7, 38, 240, 390, 464, 512; Pierce v. O'Brien, 129 Mass. 314, 37 Am. Rep. 360; Zipcey v. Thompson, 1 Gray, 243; Greenwood v. Curtis, 6 Mass. 378; Ingraham v. Geyer. 13 Mass. 146; May v. Breed, 7 Cush. 15, 54 Am. Dec. 700; Means v. Hapgood, 19 Pick. 105; Whipple v. Thayer, 16 Pick. 25, 26 Am. Dec. 626; Dehon v. Foster, 4 Allen, 553; Fall River Iron Works Co. v. Croade, 15 Pick. 11; Fox v. Adams, 5 Me. 245; Saunders v. Williams, 5 N. H. 213; Dunlap v. Rogers, 47 N. H. 281; Rice v. Courtis, 32 Vt. 460; Hanford v. Paine, 32 Vt. 442, 78 Am. Dec. 586, 597; Ward v. Morrison, 25 Vt. 595; Bishop v. Holcomb, 10 Conn. 444; Atwood v. Protection Ins. Co. 14 Conn. 555; Upton v. Hubbard, 28 Conn. 275; Oliver v. Towns, 14 Mart. (La.) 97; Hoyt v. Thompson, 19 N. Y. 207; Guillander v. Howell, 35 N. Y. 657; Willets v. Waite, 25 N. Y. 577; Slater v. Carroll, 2 Sandf. Ch. 573, 7 L. ed. 708; Fuller v. Steiglitz, 27 Ohio St. 355, 22 Am. Rep. 312; Bholen v. Cleveland, 5 Mason, 174; Le Roy v. Crowninshield, 2 Mason, 157; Harrison v. Sterry, 9 U. S. 5 Cranch. 289, 3 L. ed. 104; Theret v. Jenkins, 4 B. Mon. 423; Green v. Van Buskirk, 74 U. S. 7 Wall. 139, 19 L. ed. 109; Thuret v. Jenkins, 7 7 Mart. (La.) 315; Brashear v. West, 32 U. S. 7 Pet. 608, 8 L. ed. 801; United States Bank v. Huth, 4 B. Mon. 423; Frazier v. Fredericks, 24 N. J. L. 162; Smith v. Chicago & N. W. R. Co. 23 Wis. 267; Lane v. Williams, 18 Pa. 85; Walters v. Whitlock, 9 Fla. 86, 76 Am. Dec. 607; Weider v. Maddox, 66 Tex. 372, 59 Am. Rep. 617; Milne v. Moreton, 6 Binn. 353; Forbes v. Scannel, 13 Cal. 242.

*Kent, Com. 457, 458; Hill v. Spear, 50 N. H. 253, 262; Bliss v. Brainard, 41 N. H. 256, 258; Jones v. Surprise, 4 New Eng. Rep. 292, 64 N. H. 243; Faulkner v. Hyman, 2 New Eng. Rep. 181, 142 Mass. 53; Green v. Van Buskirk, 72 U. S. 5 Wall. 307, 18 L. ed. 599, 74 U. S. 7 Wall. 139, 19 L. ed. 109; Cunningham v. Butler, 2 New Eng. Rep. 338, 142 Mass. 47; Dehon v. Foster, 4 Allen, 545.

is made or to be enforced, although not expressly prohibited by law, cannot be enforced.'

The general rule is that courts will enforce contracts valid by the law of the place where made, unless they are injurious to the interests of the State or of its citizens.*

The injury may be indirect by offending against justice or morality, or by tending to subvert settled public policy.'

But this does not imply that courts will not sustain contracts that would not be valid if made within their jurisdiction, or will not enforce rights that could not be acquired there.

A mere repugnancy of a contract to a statute designed apparently alone to raise revenue is not sufficient to prevent a recovery under the contract in another State. Thus, for example, the courts of Pennsylvania have always enforced contracts for a higher rate of interest than would be valid under the laws of that State."

So a contract by the proprietor of a circus, with a railroad company, for the transportation of his own cars, at a reduced rate, exempting the carrier from liability for the negligent acts of its employés, if valid under the laws of the State where it is made and is to be wholly performed, and in which the breach occurs, is enforceable in another State where such contract would be invalid under its laws, if made in its jurisdiction."

The principle has been directly applied in many cases to contracts made by common carriers.' In England the same result has been reached."

1Teal v. Walker, 111 U. S. 242, 28 L. ed. 415.

Story, Conf. L. §§ 38, 244.

32 Kent, Com. 458; Greenwood v. Curtis, 6 Mass. 358; Bliss v. Brainard, 41 N. H. 256.

Angell v. Van Schaick, 56 Hun, 247.

Ralph v. Brown, 3 Watts & S. 395; Wood v. Kelso, 27 Pa. 243; Irvine v. Barrett, 2 Grant, Cas. 73.

6 Forepaugh v. Delaware, L. & W. R. Co. 5 L. R. A. 508, 128 Pa. 217. 'Brown v. Camden & A. R. Co. 83 Pa. 316; Brooke v. New York, L. E. & W. R. Co. 108 Pa. 529; Knowlton v. Erie R. Co. 19 Ohio St. 260; Talbott v. Merchants Despatch Transp. Co. 41 Iowa, 247; Robinson v. Merchants Despatch Transp. Co. 45 Iowa, 470; Hale v. New Jersey Steam Nav. Co. 15 Conn. 539; Pennsylvania Co. v. Fairchild, 69 Ill. 260; Gray v. Jackson, 51 N. H. 9; Cantu v. Bennett, 39 Tex. 303; Ryan v. Missouri, K. & T. R. C%. 65 Tex. 13. See also First Nat. Bank v. Shaw, 61 N. Y. 283; McDaniel v. Chicago & N. W. R. Co. 24 Iowa, 412.

Peninsular & O. Steam Nav. Co. v. Shand, 11 Jur. N. S. 771; Jacobs v. Crédit Lyonnais, L. R. 12 Q. B. Div. 589, 53 L. J. N. S. Q. B. 156.

§ 11. Enforcement of Foreign Assignments for the Benefit of Creditors. As between the parties to an assignment for the benefit of creditors, if valid by the lex loci contractus, it would be upheld everywhere. It would also be sustained against creditors, if valid where made, and not in contravention of the law of the place where sought to be enforced, both as to property situated in the foreign jurisdiction and property within the jurisdiction. of the trial court.'

An assignment for the benefit of creditors, if valid by the law of the place of domicil of assignor, will pass all his personal property wherever situated, unless restrained by some local law or state policy of the State where the property is situated.'

A deed of trust made by a citizen of one State, of securities of foreign corporations, for the benefit of a citizen of another State, if valid by the law of the State where it was made and of the State where it is enjoyed, will not be held invalid because of the mere fact that the trustee is a corporation of a State where such trusts are invalid.

A deed of trust executed in another State on property in Louisiana, to secure the payment of promissory notes, will be enforced as a conventional mortgage.

In Richardson v. Forepaugh, 7 Gray, 546, a Pennsylvania assignment was held valid in Massachusetts, against a citizen of the latter State who had purchased of a citizen of Pennsylvania after the assignment, an overdue note, though without notice of the assignment. Such assignments are sustained so far as affects property which was at the time in the jurisdiction where it was made; and also as against all citizens of that jurisdiction, when seeking a remedy in another State against property found there. So also as to receivers."

1Forepaugh v. Delaware, L. & W. R. Co. 5 L. R. A. 508, 128 Pa. 217.

22 Kent, Com. 455; Thrasher v. Everhart, 3 Gill & J. 234; Pickering v. Fisk, 6 Vt. 102; Hanford v. Paine, 32 Vt. 442; Story, Confl. L. 201; Cofling v. Kelling, 83 Ky. 649; Ockerman v. Cross, 54 N. Y. 29.

Fowler's App. 125 Pa. 388.

'Pickett v. Foster, 36 Fed. Rep. 514.

May v. Wannemacher, 111 Mass. 202, 209.

'Bagby v. Atlantic M. & O. R. Co. 86 Pa. 291; Woodward v. Brooks, 3 L. R.

A. 702, 128 Ill. 222.